13 November 2013
GLI Finance Limited
("GLI Finance" or the "Company")
Proposed amendment to the Company's investing policy, cancellation of listing of Ordinary Shares on the CISX Official List and notice of Extraordinary General Meeting
GLI Finance, a provider of loans to US and UK based SMEs, announces that the Company intends to (i) amend the Company's investing policy (the "Change in investing policy") and (ii) make an application to the CISX for the cancellation of the listing of its Ordinary Shares on the CISX Official List (the "De-listing") (together, the "Proposals").
Background to the Proposals
Investing policy
Given that the Company is an investing company under the AIM Rules, it is required to have an investing policy. The Board is proposing to amend the Company's investing policy for the reasons set out below.
Reasons for Change in investing policy
Following the termination of the investment management agreement between the Company and T2 Advisers, LLC in April 2013, the Company has made investments in two alternative lending platforms: Platform Black Limited and Funding Knight Limited which were announced in July and September of this year respectively. These investments complement the Company's earlier acquisition of certain of the assets of BMS Specialist Debt Fund Limited, including BMS Finance AB Limited which completed in November 2012.
All three platforms set out to provide an offering that is complementary to, rather than seeking to directly compete with, the mainstream banking sector. The Board believes that this will ensure a sustainable competitive advantage across the cycle, rather than just a cyclical play due to the weakness of many banks after the financial crisis. The Company therefore intends to continue its focus on providing finance to SMEs, and will look to exploit synergies between the complementary offerings of the platforms into which it has invested, whilst maintaining its focus on ROE-driven targets.
In light of this, the Board feels that the Company's current investing policy requires clarification in order properly to reflect the investing policy adopted by the Company. Accordingly, Shareholder approval is being sought at the Extraordinary General Meeting to amend the Company's investing policy.
The Board is also proposing the De-listing as described below.
Change in investing policy
The key changes proposed to the Company's investing policy are as follows:
(i) to change the main focus of investment by the Company from investing principally in syndicated corporate loans issued primarily by United States middle-market companies to providing finance to SMEs across the world, but with particular focus on the United States and the United Kingdom;
(ii) to enable investment in entities that will themselves provide finance to SMEs as well as in structured vehicles such as CLOs that are themselves invested in substantial part in SMEs;
(iii) to remove the current limit on investment in equity or debt instruments (other than loans or CLOs) which is currently 20 per cent. of the Company's gross assets at the time of investment; and
(iv) to permit investment in the United Kingdom at the same levels as are currently permitted in the United States, i.e. the Company's maximum exposure to both United States and United Kingdom issuers will be capped at 100 per cent. of the Company's gross assets.
De-listing
The Company is currently admitted to trading on AIM and listed on the CISX Official List. The Board has decided that the Company no longer requires that the Shares are admitted to listing on the CISX for the following reasons:
1. Changes to the ISA rules with effect from 5 August 2013 mean that investors can hold some or all of their annual ISA allowance in AIM shares. Previously the Shares were only able to be held in ISAs by virtue of the listing on the CISX.
2. The De-listing will reduce the Company's costs going forward as it will no longer need to incur the administrative and compliance costs in connection with the maintenance of its CISX listing.
3. The Directors would like to simplify the Company's listing structure by having the Shares admitted to trading only on AIM going forward.
If approved by Shareholders, it is expected that De-listing will take effect at 7.00 a.m. on 9 December 2013.
Extraordinary General Meeting
A circular in relation to the Proposals has today been posted to Shareholders (the "Circular"). Copies of the Circular, together with the notice of the Extraordinary General Meeting of the Company to be held at 10.30 a.m on 5 December 2013, can be viewed on the Company's website http://www.glifinance.com.
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For further information please contact:
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GLI Finance Limited Geoffrey Miller, Chief Executive
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Tel: +44 (0)7408 830719
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Panmure Gordon (UK) Limited Dominic Morley, Fred Walsh, Charles Leigh-Pemberton
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Tel: +44 (0)20 7886 2500
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Mourant Ozannes Securities Limited Gayna Babinski
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Tel: +44 (0)1481 739338
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FTI Consulting Jack Hickey Ed Berry
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Tel: +44 (0) 207 269 7132
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